News Releases

Pembina Announces Offer to Purchase Series E and Series F 5.75% Convertible Debentures

CALGARY, April 24, 2012 /CNW/ - Pembina Pipeline Corporation ("Pembina")
(TSX: PPL; NYSE: PBA) announced today that in connection with its
recently completed acquisition (the "Arrangement") of all of the
outstanding shares of Provident Energy Ltd. ("Provident"), Pembina is
making an offer to purchase for cash (the "Offer") its 5.75%
convertible unsecured subordinated debentures maturing on December 31,
2017 ("Series E Debentures") (TSX Trading Symbol: PPL.DB.E), and its
5.75% convertible unsecured subordinated debentures maturing on
December 31, 2018 ("Series F Debentures" (TSX Trading Symbol: PPL.DB.F)
and together with the Series E Debentures, the "Debentures") at a price
equal to 100% of their principal amounts plus accrued and unpaid
interest. Pembina assumed all covenants and obligations in respect of
the Debentures from Provident upon closing of the Arrangement on April
2, 2012.

Completion of the Arrangement constituted a change of control under the
terms of the trust indentures governing the Debentures and,
consequently, Pembina is required to make the Offer in accordance with
the terms of such trust indentures.

As of April 16, 2012 there was approximately $345 million combined
aggregate principal amount outstanding under the Debentures.

5.75% Convertible
Debentures

Maturity Date

Closing Price
at April 16, 2012(1)

Offer Price(1)

Conversion Price per
Share(2)

PPL.DB.E

Dec. 31, 2017

$121.54

$100.00

$24.94

PPL.DB.F

Dec. 31, 2018

$109.70

$100.00

$29.53

(1) Per $100 principal amount(2) The Debentures may be converted into common shares of Pembina at the
option of the holder of Debentures at the conversion price per share

The offer to purchase the Debentures will be delivered to the registered
holder of the Debentures and will remain open for acceptance until 5:00
p.m. (Calgary time) on May 31, 2012. As the Debentures are issued in
book-entry only form, beneficial holders of Debentures who wish to
accept the Offer must contact the investment dealer, stockbroker,
financial institution or other nominee through which they hold their
Debentures and instruct such nominee to accept the Offer on their
behalf. Beneficial holders should also confirm with such nominee any
deadlines by which the holder must provide acceptance instructions in
order for the nominee to cause the Offer to be accepted on the holder's
behalf before the expiry of the Offer on May 31, 2012. Notice of the
Offer along with Pembina's offer to purchase the Debentures will be
available on Pembina's SEDAR profile at www.sedar.com.

Holders of Debentures who deposit their Debentures to the Offer will
also receive accrued and unpaid interest on such tendered Debentures up
to, but excluding, the Offer expiration date of May 31, 2012, being the
date of acquisition of the Debentures by Pembina. Should a Debenture
holder elect not to accept the Offer, the Debentures will remain
outstanding and will continue to be governed by the terms of the trust
indentures.

In the event that 90% or more of the principal amount of the Series E
Debentures or 90% or more of the principal amount of the Series F
Debentures outstanding on the date of the Offer are tendered for
purchase by Pembina pursuant to the Offer, Pembina intends to redeem
all of the remaining outstanding Series E Debentures or Series F
Debentures, as the case may be, at the Offer price, immediately
following the expiration of the Offer.

The board of directors of Pembina has not made any recommendations with
respect to whether Debenture holders should tender their Debentures
under the Offer. Holders of Debentures are urged to carefully evaluate
all information in Pembina's offer to purchase, which will be available
on Pembina's SEDAR profile at www.sedar.com, and to consult their own investment, legal, tax and other professional
advisors and to make their own decisions whether to deposit their
Debentures in acceptance of the Offer.

Forward-Looking Statements and Information

This news release may contain certain forward-looking statements
concerning Pembina, as well as other expectations, plans, goals,
objectives, information or statements about future events, conditions,
results of operations or performance that may constitute
"forward-looking statements" or "forward-looking information" under
applicable securities legislation. Such statements or information
involve substantial known and unknown risks and uncertainties, certain
of which are beyond Pembina's control, including the impact of general
economic conditions in Canada and the United States, industry
conditions, changes in laws and regulations including the adoption of
new environmental laws and regulations and changes in how they are
interpreted and enforced, increased competition, the lack of
availability of qualified personnel or management, pipeline design and
construction, fluctuations in commodity prices, foreign exchange or
interest rates, stock market volatility and obtaining required
approvals of regulatory authorities.

Such forward-looking statements or information are based on a number of
assumptions which may prove to be incorrect. In addition to other
assumptions identified in this news release, assumptions have been made
regarding, among other things, commodity prices, operating conditions,
capital and other expenditures, and project development activities.

Although Pembina believes that the expectations reflected in such
forward-looking statements or information are reasonable, undue
reliance should not be placed on forward-looking statements because
Pembina can give no assurance that such expectations will prove to be
correct. Forward-looking statements or information are based on current
expectations, estimates and projections that involve a number of risks
and uncertainties which could cause actual results to differ materially
from those anticipated by Pembina and described in the forward-looking
statements or information.

The forward-looking statements or information contained in this news
release are made as of the date hereof and Pembina undertakes no
obligation to update publicly or revise any forward-looking statements
or information, whether as a result of new information, future events
or otherwise unless so required by applicable securities laws. The
forward-looking statements or information contained in this news
release are expressly qualified by this cautionary statement.

About Pembina

With nearly 60 years experience, Calgary-based Pembina Pipeline
Corporation is a responsible transportation and service provider to
North America's energy industry. Pembina owns and operates pipelines
that transport conventional and synthetic crude oil and natural gas
liquids produced in western Canada, offers a full spectrum of midstream
and marketing services and has a strong presence in the gas services
sector. Pembina also owns and manages a natural gas liquids
infrastructure and logistics business, with facilities strategically
located in western Canada and in the premium natural gas liquids
markets in eastern Canada and the U.S. Pembina provides monthly cash
dividends to its shareholders. Pembina's common shares and convertible
debentures are traded on the Toronto Stock Exchange under the symbols
PPL and PPL.DB.C, PPL.DB.E and PPL.DB.F respectively. Pembina's common
shares are traded on the New York Stock Exchange under the symbol PBA.